<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Central Securities Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Merrill Corporate, as filing agent
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
CENTRAL SECURITIES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 12, 1997
NOTICE is hereby given that the Annual Meeting of Stockholders of Central
Securities Corporation will be held at the office of the Corporation, 1209
Orange Street, Wilmington, Delaware on Wednesday, March 12, 1997 at 11 A.M., for
the following purposes:
1. To elect a board of five directors;
2. To act upon a proposal to ratify the selection of KPMG Peat Marwick
LLP as independent auditors for the Corporation for the ensuing year; and
3. To act upon such other matters as may properly come before the
meeting.
The Board of Directors has fixed the close of business on January 24, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting, and only stockholders of record on such date are
entitled to vote on these matters at the meeting or any adjournment thereof.
By order of the Board of
Directors
KAREN E. RILEY
SECRETARY
New York, New York
February 4, 1997
A PROXY IS ENCLOSED WITH THIS NOTICE AND PROXY STATEMENT. PLEASE COMPLETE,
SIGN AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE. THIS WILL ASSURE A
QUORUM AND SAVE FURTHER SOLICITATION COSTS.
<PAGE>
PROXY STATEMENT
FEBRUARY 4, 1997
CENTRAL SECURITIES CORPORATION
375 PARK AVENUE
NEW YORK, NEW YORK 10152
(TEL. NO. 212-688-3011)
This Proxy Statement and the enclosed proxy card are first being mailed to
stockholders on or about February 4, 1997 in connection with the solicitation of
proxies by the Board of Directors of Central Securities Corporation (the
"Corporation") for use at the Annual Meeting of Stockholders of the Corporation
to be held on March 12, 1997, or any adjournment thereof (the "Meeting").
Properly executed proxies received by the Corporation prior to the Meeting will
be voted in accordance with the specific voting instructions indicated on the
proxy. If no instructions are specified, the shares will be voted for the
nominees for director and in favor of item (2). Any proxy may be revoked at any
time before it is exercised at the Meeting by the delivery or mailing of written
notice to the Secretary of the Corporation, by executing and delivering a
later-dated proxy or by appearing and voting in person by ballot at the Meeting.
The record date for stockholders entitled to vote at the Meeting is the
close of business on January 24, 1997. On that date, the Corporation had
outstanding 362,702 shares of Convertible Preference Stock, $2.00 Series D (the
"Preference Stock"), and 13,559,490 shares of Common Stock.
On all matters except the election of the directors of the Corporation, or
as otherwise provided by law, the holders of the Corporation's Preference Stock
and Common Stock, voting together as one class, shall be entitled to one vote
per share. The presence, in person or by proxy, of a majority of the issued and
outstanding stock of the Corporation shall constitute a quorum for the
transaction of business at the Meeting.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, OF
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS,
AND OF EXECUTIVE OFFICERS
The following table sets forth information as of December 31, 1996 regarding
the share ownership of each person who is known to the Corporation to have been
a beneficial owner of more than five percent of any class of stock of the
Corporation, of each nominee for election to the Board of Directors of the
Corporation, and of all directors and executive officers as a group:
<PAGE>
<TABLE>
<CAPTION>
NAME OF NOMINEE TO
THE BOARD OF DIRECTORS AMOUNT AND PERCENT
OR NAME AND ADDRESS NATURE OF BENEFICIAL OF
OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP(1) CLASS(2)
- ------------------------------------ ------------------- ----------------------- ---------
<S> <C> <C> <C>
Donald G. Calder*................... Preference Stock 612(3)
Common Stock 10,426(3)
Jay R. Inglis*...................... Preference Stock 14
Common Stock 886(4)
Christian A. Johnson (6)
Endeavor Foundation(5)............ Preference Stock 249,237 68.5
1060 Park Avenue Common Stock 5,074,709(7) 37.4(6)
New York, N.Y. 10028
Dudley D. Johnson*.................. Common Stock 30,639(8)
Wilmot H. Kidd*..................... Preference Stock 54,501(9)(10) 15.0(10)(11)
375 Park Avenue Common Stock 1,636,898(9)(10) 12.1(10)(11)
New York, N.Y. 10152
Mrs. Wilmot H. Kidd................. Preference Stock 54,501(9)(10) 15.0(10)(11)
1060 Park Avenue Common Stock 1,636,898(9)(10) 12.1(10)(11)
New York, N.Y. 10028
C. Carter Walker, Jr.*.............. Preference Stock 3,551(10)(12) 1.0(13)
Common Stock 478,829(10)(12) 3.5(13)
All directors and executive officers (10) (14)
as a group........................ Preference Stock 55,127 15.1
Common Stock 1,810,909(10)(15) 13.4(14)
</TABLE>
- ------------------------
* Indicates nominee for election to the Board of Directors.
(1) Except as otherwise indicated, to the Corporation's knowledge the
beneficial owner had sole investment power and sole voting power with respect to
the shares shown opposite the name of such beneficial owner.
(2) As calculated on the basis of 364,082 shares of Preference Stock and
13,555,021 shares of Common Stock outstanding on December 31, 1996, Messrs.
Calder and Inglis each owned less than 1% of the outstanding Preference Stock
and Common Stock and Mr. Johnson owned less than 1% of the outstanding Common
Stock.
(3) Includes 606 shares of Preference Stock and 2,104 shares of Common Stock
owned by Mr. Calder's wife or held for the benefit of their children. He
disclaims beneficial ownership of such shares. Does not include 1,982 shares of
Common Stock that would have been issuable upon conversion of the Preference
Stock.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
2
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
(4) Does not include 45 shares of Common Stock that would have been issuable
upon conversion of the Preference Stock.
(5) Mrs. W. H. Kidd, whose husband is the President of the Corporation, is
President and a Trustee of the Christian A. Johnson Endeavor Foundation (the
"Foundation").
(6) On a combined basis, the Foundation owned approximately 38.2% of the
voting stock of the Corporation.
(7) Does not include 807,777 shares of Common Stock that would have been
issuable upon conversion of the Preference Stock.
(8) Includes 12,030 shares of Common Stock held in the Young & Franklin Inc.
Retirement Income Trust of which Mr. Johnson is trustee. He disclaims beneficial
ownership of such shares.
(9) An aggregate of 54,501 shares of Preference Stock and 1,636,898 shares
of Common Stock were included in the shares beneficially owned by each of Mr.
and Mrs. Kidd. The shares set forth for each of Mr. and Mrs. Kidd include 5,703
shares of Preference Stock and 271,711 shares of Common Stock owned by Mr. Kidd
as to which Mr. and Mrs. Kidd had shared investment power and shared voting
power and as to which Mrs. Kidd disclaims beneficial ownership; 19,263 shares of
Preference Stock and 606,445 shares of Common Stock owned by Mrs. Kidd or held
in trusts for her benefit as to which Mr. and Mrs. Kidd had shared investment
power and shared voting power and as to which Mr. Kidd disclaims beneficial
ownership; and 25,984 shares of Preference Stock and 524,290 shares of Common
Stock owned by Mr. and Mrs. Kidd's children or held in trusts for their benefit
or for the benefit of other family members as to which Mr. and Mrs. Kidd had
shared investment power and shared voting power and as to which Mr. and Mrs.
Kidd disclaim beneficial ownership. The shares set forth for each of Mr. and
Mrs. Kidd also include 175,582 shares of Common Stock held in the estate of Mrs.
Christian A. Johnson, Mrs. Kidd's mother, of which Mrs. Kidd is executrix and a
beneficiary, as to which Mr. Kidd disclaims beneficial ownership; and 3,551
shares of Preference Stock and 58,870 shares of Common Stock held in trust for
the benefit of Mr. and Mrs. Kidd's children as to which Mr. and Mrs. Kidd had no
voting or investment power and as to which Mr. and Mrs. Kidd disclaim beneficial
ownership. The shares set forth for Mr. and Mrs. Kidd do not include 176,634
shares of Common Stock that would have been issuable upon conversion of the
Preference Stock.
(10) An aggregate of 3,551 shares of Preference Stock, 346,769 shares of
Common Stock, and 11,508 shares of Common Stock that would have been issuable
upon conversion of the Preference Stock were included in the shares beneficially
owned by each of Mr. Kidd, Mrs. Kidd, and Mr. C. Carter Walker, Jr.
(11) On a combined basis, Mr. and Mrs. Kidd together owned approximately
12.2% of the voting stock of the Corporation.
(12) Includes 56,080 shares of Common Stock owned by Mr. Walker's wife or
held in trusts for the benefit of their children as to which Mr. Walker had
shared investment power and shared voting power, 25,925 shares of Common Stock
held in trust for the benefit of his children as to which Mr. Walker had no
voting or investment power, and 3,551 shares of Preference Stock and 346,769
shares of Common Stock held in trusts for the benefit of Mrs. Wilmot H. Kidd or
her children as to which Mr. Walker had shared investment power and shared
voting power. Mr. Walker disclaims beneficial ownership of all such shares. Does
not include 11,508 shares of Common Stock that would have been issuable upon
conversion of the Preference Stock.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
3
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
(13) On a combined basis, Mr. Walker owned approximately 3.5% of the voting
stock of the Corporation.
(14) On a combined basis, all executive officers and directors as a group
owned approximately 13.4% of the voting stock of the Corporation.
(15) Does not include 178,661 shares of Common Stock that would have been
issuable upon conversion of the Preference Stock.
The share ownership of Wilmot H. Kidd, President of the Corporation, is
given above. No other executive officer of the Corporation owns, beneficially or
otherwise, any shares of stock of the Corporation.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers and persons who own more than ten
percent of a registered class of the Corporation's equity securities to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Preference Stock and Common
Stock of the Corporation. Officers, directors and greater than ten percent
beneficial owners are required by SEC regulation to furnish the Corporation with
copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on review of copies of such
reports furnished to the Corporation and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with, except that for fiscal year 1995 Mr. C. Carter Walker, Jr. failed to file
with the SEC a Form 5, Annual Statement of Beneficial Ownership of Securities,
covering shares of Common Stock of the Corporation acquired in a stock
distribution by one trust of which Mr. Walker is trustee, which Form has since
been filed. There were no transactions involving securities of the Corporation
by Mr. Walker that were not reported on a timely basis, no required Form which
was not timely filed and no other failure to file a required Form for fiscal
years 1995 or 1996.
VOTING PROCEDURES
The election of directors by the holders of Preference Stock and the
election of directors by the holders of Common Stock each requires the
affirmative vote of a majority of the shares of each such class of stock, taken
separately, present in person or represented by proxy at the Meeting and
entitled to so vote. Shares of Preference Stock or Common Stock represented by
proxies which are marked "withhold authority" with respect to the election of
any one or more nominees for election as director by such class will be counted
for the purpose of determining the number of shares of such class present and
entitled to vote, and shall therefore have the same effect as if the shares
represented thereby were voted against such election. The ratification of the
selection of independent auditors of the Corporation requires the affirmative
vote of a majority of the shares of Common Stock and Preference Stock, voting
together as one class, present in person or represented by proxy
4
<PAGE>
at the Meeting and entitled to so vote. Shares of Preference Stock or Common
Stock represented by proxies which are marked "abstain" with respect to any
matter to be voted upon will be counted for the purpose of determining the
number of shares present and entitled to vote, and shall therefore have the same
effect as if the shares represented thereby were voted against such matter.
Broker non-votes (where a nominee holding shares for a beneficial owner has not
received voting instructions from the beneficial owner and such nominee does not
possess or choose to exercise his discretionary authority with respect thereto)
will be treated as present but not entitled to vote at the Meeting for the
purpose of determining the number of votes needed with respect to each item to
be voted upon, and shall therefore have no effect on such vote.
ELECTION OF DIRECTORS
The Board of Directors recommends the election of five directors to hold
office until the next Annual Meeting of Stockholders and until their successors
are elected and qualified. If any nominee for director is unable or declines to
serve, for any reason not now foreseen, the discretionary authority provided in
the proxy will be exercised to vote for a substitute. All the nominees have
consented to become directors and all were elected at the last Annual Meeting of
Stockholders.
The holders of Preference Stock, voting as a class, are entitled exclusively
to elect two directors of the Corporation and are not entitled to participate in
the election of the remaining directors. Duly authorized proxies for Preference
Stock will be voted for the election of Mr. Donald G. Calder and Mr. Jay R.
Inglis.
The holders of Common Stock, voting as a class, are entitled exclusively to
elect all directors of the Corporation other than those elected by the holders
of Preference Stock. Duly authorized proxies for Common Stock will be voted for
the election of Mr. Dudley D. Johnson, Mr. Wilmot H. Kidd and Mr. C. Carter
Walker, Jr.
5
<PAGE>
The following table indicates the age, principal occupations during the last
five years and positions (if any) with the Corporation, and the year each
nominee was first elected to the Board of Directors:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS DIRECTOR OF
(LAST FIVE YEARS) CORPORATION
AND POSITION (IF ANY) CONTINUOUSLY
NOMINEE AGE WITH THE CORPORATION SINCE
- --------------------------------- ----------- --------------------------------------------------- ---------------
<S> <C> <C> <C>
Donald G. Calder................. 59 Vice President, G. L. Ohrstrom & Co., Inc. (private 1982
investment firm) since October 1996 and Partner
of its predecessor, G. L. Ohrstrom & Co., from
1970 to October 1996; Director of Brown-Forman
Corporation, Carlisle Companies Incorporated and
Harrow Industries, Inc., and Director and Vice
President of Roper Industries, Inc. (manu-
facturing companies); officer and director of
several privately held companies
Jay R. Inglis.................... 62 Executive Vice President, Holt Corporation 1973
(insurance holding company)
Dudley D. Johnson................ 57 President, Young & Franklin Inc. (private 1984
manufacturing company)
Wilmot H. Kidd*.................. 55 Investment and research--President, Central 1972
Securities Corporation; Director of Winthrop
Opportunity Funds (investment company)
C. Carter Walker, Jr............. 62 Private Investor 1974
</TABLE>
- ------------------------
* Mr. Kidd is an "interested person" within the meaning of Section 2(a)(19) of
the Investment Company Act of 1940.
The Board of Directors had ten regular meetings in 1996. The Board of
Directors has an Audit Committee, consisting of Messrs. Calder, Inglis, Johnson
and Walker, but it does not have a Compensation Committee or a Nominating
Committee. All directors attended at least 75% of the aggregate of all meetings
of the Board of Directors and the committee on which they served.
The Audit Committee recommends to the Board of Directors the firm of
independent auditors who are to be engaged to audit the books of account and
other corporate records of the Corporation, reviews with the independent
auditors the scope of their examination with particular emphasis on the areas to
which either the Audit Committee or the independent auditors believe special
attention should be directed, reviews the recommendations of the independent
auditors regarding internal
6
<PAGE>
controls and other matters, and reports from time to time to the Board of
Directors with respect to the internal control and accounting practices of the
Corporation. The Audit Committee also reviews and considers the nature and scope
of audit and non-audit fees of the independent auditors. The Audit Committee met
three times in 1996.
EXECUTIVE OFFICERS OF THE CORPORATION
The executive officers of the Corporation are Mr. Wilmot H. Kidd, President,
Mr. Charles N. Edgerton, Vice President and Treasurer, and Ms. Karen E. Riley,
Secretary. Information concerning Mr. Kidd is given above under "Election of
Directors." Mr. Edgerton, 52, was elected Vice President in 1989 and has been
Treasurer since 1985. Ms. Riley, 46, has been Secretary since 1986. Executive
officers serve as such until the election of their successors.
COMPENSATION
The table below sets forth for all directors and for each of the three
highest-paid executive officers the aggregate compensation received from the
Corporation for 1996 for services in all capacities:
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ACCRUED
NAME OF PERSON, AGGREGATE AS PART OF
POSITION COMPENSATION EXPENSES(1)
- --------------------------------------------------------------------- ---------------- ------------------
<S> <C> <C>
Donald G. Calder
Director........................................................... $ 12,250
Jay R. Inglis
Director........................................................... 12,250
Dudley D. Johnson
Director........................................................... 12,250
C. Carter Walker, Jr.
Director........................................................... 12,250
Wilmot H. Kidd
President and Director(2).......................................... 489,633 $ 22,500
Charles N. Edgerton
Vice President and Treasurer....................................... 157,009(3) 22,500
Karen E. Riley
Secretary.......................................................... 103,328(3) 15,499
</TABLE>
- ------------------------
(1) Represents contributions to the Corporation's Profit Sharing Plan.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
7
<PAGE>
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
(2) All remuneration received by Mr. Kidd was in his capacity as President
of the Corporation.
(3) Includes compensation of $65,000 and $42,000 accrued in 1996 for Mr.
Edgerton and Ms. Riley, respectively, deferred until January, 1997.
Each director who is not an officer is paid $1,000 for each Board of
Directors meeting attended. Each member of the Audit Committee is paid $750 for
each Audit Committee meeting attended.
PROFIT SHARING PLAN
Generally, all salaried employees of the Corporation are eligible to
participate in the Profit Sharing Plan. The Plan provides for contributions by
the Corporation from its profits of up to 15% of an employee's compensation. The
vested contributions credited to an employee's account are payable at normal
(age 65), early, or disability retirement, death or other termination of
employment, and may be paid in various forms, including a lump sum cash payment
or a monthly annuity. The officers referred to above are fully vested in all
contributions to the Plan.
Employees may withdraw the amounts of any voluntary contributions made prior
to 1991 and may, under certain conditions, withdraw or borrow against vested
Corporation contributions. Under the Plan, each employee is permitted to invest
the assets in his account in the capital stock of one or more regulated
investment companies from a selection provided from time to time by the Plan
Administrator. Such regulated investment companies include, among others, U.S.
Treasury funds; short-term, global government and international bond funds; and
general and specialized stock funds.
BROKERAGE COMMISSIONS ON PORTFOLIO TRANSACTIONS
During the year ended December 31, 1996, the Corporation paid $150,986 in
brokerage commissions on portfolio transactions to various brokerage firms. All
of the commissions paid in 1996 were paid to brokers providing investment
research and services. No commissions were paid to any affiliated broker.
PORTFOLIO TURNOVER
The ratio of the lesser of the value of purchases or sales of portfolio
securities to the monthly average of the value of portfolio securities (in all
cases, exclusive of United States government
8
<PAGE>
securities, short-term securities, and certificates of deposit) for the years
1994 through 1996 was as follows:
<TABLE>
<CAPTION>
1994 1995 1996
- --------- ----------- ---------
<S> <C> <C>
12% 8% 10%
</TABLE>
RATIFICATION OF INDEPENDENT AUDITORS
Stockholders are invited to vote to ratify the selection of KPMG Peat
Marwick LLP as independent auditors of the Corporation for the year 1997. KPMG
Peat Marwick LLP has no direct or material indirect financial interest in the
Corporation other than its employment in such capacity.
At a meeting held January 27, 1997, a majority of the directors who were not
"interested persons" (as defined under the Investment Company Act of 1940)
selected KPMG Peat Marwick LLP to act as auditors for the Corporation during
1997. A representative of KPMG Peat Marwick LLP is not expected to be present at
the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS SELECTION.
OTHER MATTERS
The Board of Directors knows of no other matters which may properly be, and
are likely to be, brought before the Meeting. However, if any proper matters are
brought before the Meeting, the persons named in the enclosed form of proxy will
have discretionary authority to vote thereon according to their best judgment.
1998 STOCKHOLDER PROPOSALS
Any stockholder proposals for the 1998 Annual Meeting of Stockholders must
be received by the Corporation at its office at New York, N.Y. prior to October
8, 1997.
MISCELLANEOUS
The Corporation will pay all costs of soliciting proxies in the accompanying
form. Solicitation will be made by mail, and officers and regular employees of
the Corporation may also solicit proxies by telephone or personal interview. The
Corporation will request brokers, banks and nominees who hold stock in their
names to furnish this proxy material to the beneficial owners thereof and to
solicit proxies from them, and will reimburse such brokers, banks and nominees
for their out-of-pocket and reasonable clerical expenses in connection
therewith.
A copy of the Annual Report including financial statements for the year
ended December 31, 1996 is enclosed.
Please date, sign and return the enclosed proxy at your earliest
convenience. No postage is required for mailing in the United States.
9
<PAGE>
CENTRAL SECURITIES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING MARCH 12, 1997
PROXY
The undersigned hereby appoints MICHAEL J. BARBERA, WILMOT H. KIDD and KAREN
E. RILEY, and each of them, as attorneys with power of substitution, to
represent the undersigned at the annual meeting of stockholders of Central
Securities Corporation to be held at the office of the Corporation, 1209
Orange Street, Wilmington, Delaware on March 12, 1997, at 11:00 o'clock
A.M., and at any adjournment thereof, on all matters which may properly come
before the meeting.
Election of Directors:
Nominees to be elected by Preference Stock:
Donald G. Calder and Jay R. Inglis
Nominees to be elected by Common Stock:
Dudley D. Johnson, Wilmot H. Kidd
and C. Carter Walker, Jr.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(CONTINUED ON REVERSE SIDE)
<PAGE>
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
FOR WITHHELD
1. ELECTION OF / / / /
DIRECTORS.
(see reverse)
FOR AGAINST ABSTAIN
2. APPROVAL OF KPMG / / / / / /
PEAT MARWICK LLP
as independent
auditors for 1997.
3. In their discretion, upon such other matters as may properly come
before the meeting or any adjournments thereof.
For, except vote withheld from the following nominee(s):
- ---------------------------------------------------------
THIS PROXY MUST BE SIGNED
EXACTLY AS NAME APPEARS HEREON
Joint owners should each sign. Executors, administrators, trustees,
etc., should give full title as such. If the signer is a corporation, please
sign full corporate name by duly authorized officer.
- --------------------------------------------
1997
- --------------------------------------------
SIGNATURE(S) DATE
